UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
March 31, 2014
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MYSKIN, INC. |
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(Exact name of registrant as specified in charter) |
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California |
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(State or other Jurisdiction of Incorporation or Organization) |
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000-54582 |
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10235 Woodrose Lane Highlands Ranch, CO 80129 |
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26-1391338 |
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(Commission File Number) |
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(Address of Principal Executive Offices and Zip Code) |
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(IRS Employer Identification Number) |
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(303) 904-9296 |
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(Registrant’s telephone number, including area code) |
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N/A |
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 31, 2014 the Company sold all right, title and interest in the tangible and intangible assets, trademarks, customer lists, intellectual property and rights, which it owned and were related to the advanced skin care business since the Company has entered into a new business and no longer has any use for these assets. The assets were sold to MySkin Services, Inc. (“MTA”), a business partly owned by Marichelle Stoppenhagen, a former officer and director of the Company in exchange for the $15,000 payable which the Company owed to Marichelle Stoppenhagen and/or MTA. In addition, MTA assumed all costs associated with these assets starting on March 31, 2014.
A copy of the Asset Assignment and Purchase Agreement dated March 31, 2014 is attached as an exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial Statements of Businesses Acquired
Not Applicable.
(b)
Pro Forma Financial Information
Not Applicable.
(c)
Shell Company Transactions
Not Applicable.
(d)
Exhibits:
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Exhibit Number |
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Description |
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10.1 |
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Asset Assignment and Purchase Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MYSKIN, INC.
Date: April 3, 2014
By:
/s/ Paul Enright
Paul Enright
President
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EXHIBIT 10.1
ASSET ASSIGNMENT AND PURCHASE AGREEMENT
THIS AGREEMENT ( “ Agreement ” ) is made as of March 31, 2014, by and between MYSKIN, Inc., a California Corporation (the “Company” or “Seller”), and MySkin Services, Inc. (the “Buyer” or “MTA”).
WHEREAS , the Buyer wishes to acquire from the Company, all right, title and interest in and to all tangible and intangible assets, trademarks, customer lists, intellectual property and rights, wherever located, which are owned as relates to the advanced skin care business (“MySkin Assets”) since the Company no longer has use for MySkin Assets.
Payment MySkin Assets: The Company hereby sells and transfers the MySkin Assets to MTA for which the Buyer exchanged payables due and owing to Marichelle Stoppenhagen and/or MTA by the Company in the amount of $15,000.00 which it currently owes to Marichelle Stoppenhagen. In addition, MTA shall assume and pay for all costs associated with the MySkin Assets from the date that this Agreement is effective. The Company shall have no further obligation to MTA.
Non-Disclosure: The Company hereby agrees to maintain the confidentiality of this Agreement, except as required by applicable law or pursuant to any disclosures required to be made by any regulatory reporting agency.
Confidentiality: Notwithstanding any other provision hereof, the parties agree that any documents or information, which either party has previously provided to the other in connection with the MySkin Assets, shall be deemed to be Confidential Information hereunder. Any Confidential Information which the Company or the Buyer discloses (or has disclosed prior to the date hereof) to the other (a) shall not be disclosed by the Buyer to any other person or entity without the Company’s prior written consent; provided, however, that the Buyer may reveal such information to its representatives who (i) need to know or be aware of the Confidential Information and (ii) are informed of the confidential nature of the Confidential Information and agree to comply with the provisions of this Agreement.
Expenses: Each of the parties hereto shall be responsible for their own expenses pursuant to this Agreement.
IN WITNESS WHEREOF , the parties hereto have duly caused this Agreement to be executed as of the day and year first above written.
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COMPANY MySkin, Inc.
/s/ Paul Enright Authorized Signature Print Name: Paul Enright Title: CEO Date: March 31, 2014 |
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BUYER MySkin Services, Inc.
/s/ Marichelle Stoppenhagen Authorized Signature Print Name: Marichelle Stoppenhagen Date: March 31, 2014 |